MONTREAL, QUEBEC--(Marketwired - Oct. 29, 2015) - TransForce Inc. (TSX:TFI)(OTCQX:TFIFF), a North American leader in the transportation and logistics industry, today announced that it has entered into a definitive Share Purchase Agreement with GFL Environmental Inc., headquartered in Toronto, Ontario, under which TransForce will sell its Waste Management segment to GFL for $800 million.
The transaction will consist of the sale by TFI Holdings Inc., a wholly-owned subsidiary of TransForce, of 100% of the shares of Services Matrec Inc. and of the other indirect wholly-owned subsidiary companies comprising TransForce's Waste Management segment. The transaction is expected to close on February 1, 2016, subject to certain customary conditions, including receipt of applicable regulatory approvals and the absence of any material adverse changes with respect to the Waste Management segment.
"We are very pleased to have entered into this agreement with GFL. Through this sale, we believe that TransForce will realize full value for the Waste Management segment which, in our view, has never been fully recognized," said TransForce Chairman, President and CEO Alain Bédard. "On behalf of our customers and shareholders, I want to sincerely thank the many employees of our Waste Management segment for their devoted service," Mr. Bédard added.
The Share Purchase Agreement provides that the purchase price may be paid as to $100 million by the issuance to TransForce of GFL shares, subject to TransForce being satisfied as to certain conditions. In the event that TransForce does not receive GFL shares, GFL will pay $775 million to TransForce at closing and pay the balance of the purchase price by way of a promissory note in an amount of $25 million, payable four years from the date of closing and bearing interest at an annual rate of 3%.
ABOUT TRANSFORCE
TransForce Inc. is a North American leader in the transportation and logistics industry, operating across Canada and the United States through its subsidiaries. TransForce creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TransForce umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TransForce companies service the following segments:
- Package and Courier;
- Less-Than-Truckload;
- Truckload;
- Waste Management;
- Logistics.
TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX:TFI) and the OTCQX marketplace in the U.S. (OTCQX:TFIFF).
FORWARD-LOOKING STATEMENTS
Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce. These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TransForce's products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results.
Forward-looking statements in this press release may include, without limitation, statements regarding the completion of the proposed sale of the Waste Management segment to GFL Environmental Inc. ("GFL") and other statements that are not historical facts. While such forward-looking statements are expressed by TransForce in good faith and believed by TransForce to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, approval of applicable governmental authorities, the satisfaction or waiver of certain other conditions contemplated by the Share Purchase Agreement, and changes in applicable laws or regulations. The timing and completion of the proposed sale of the Waste Management segment to GFL are subject to certain conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the proposed sale of the Waste Management segment to GFL will occur, or that it will occur on the timetable or on the terms and conditions contemplated. Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Reliance on forward-looking statements is at investors' own risk.